OWC Pharmaceutical Research Corp (OWCP)

[Farmer7]

If this proposal is approved, our Board of Directors would have the authority to effect one reverse stock split at such time as our Board of Directors shall determine, in its sole discretion, during the Company’s 2019 fiscal year ending December 31, 2019. Our Board of Directors believes that approval of a proposal providing our Board of Directors with this generalized grant of authority with respect to setting the split ratio, rather than mere approval of a pre-defined reverse stock split, will give our Board of Directors the flexibility to set the ratio in accordance with current market conditions and therefore allow our Board of Directors to act in the best interests of the Company and our stockholders.

In determining the ratio following the receipt of stockholder approval, our Board of Directors may consider, among other things, factors such as:

? the historical trading price and trading volume of our Common Stock;

? the then-prevailing trading price and trading volume of our Common Stock and the anticipated impact of the reverse stock split on the trading market for our Common Stock;

? the number of shares of our Common Stock then outstanding, and the number of shares of Common Stock issuable upon exercise of options and warrants then outstanding;

? the anticipated impact of a particular ratio on our ability to reduce administrative and transactional costs;

? prevailing general market and economic conditions; and

? the initial listing criteria of The Nasdaq Capital Market.